The People's Democratic Republic of Algeria
Commission de Surveillance des Opérations de Bourse (CSOB)
Annex 1
INFORMATION TO BE INCLUDED IN THE ANNUAL REPORT
- Information for Shareholders:
On the first page of the report:
- Mention of the locations where legal documents relating to the issuer (articles of association, minutes of general meetings, reports of statutory auditors, etc.) can be consulted;
- Contact details of the investor relations officer.
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Letter to Shareholders:
A synthetic summary of the main financial and operational results achieved during the past fiscal year, as well as any other information deemed relevant.
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Overview of the Fiscal Year and Strategic Directions:
- Key events and achievements:
Summary of major events that marked the issuer's activity during the fiscal year (withdrawal of previously raised reservations, investments, partnerships, agreements, projects, significant developments, etc.), as well as the status of realization of perspectives announced in previous fiscal years.
- Vision and development perspectives:
Synthetic presentation of the issuer's strategic directions and short-to-medium-term development perspectives.
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Events subsequent to the closing of the fiscal year:
Description of significant events occurring after the closing of the fiscal year and likely to have an impact on the issuer's financial situation, results, or activity.
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Presentation of the Issuer:
- General information:
x Corporate name of the issuer;
x Registered office;
x Corporate purpose;
x Date of creation;
x Registration number in the commercial register;
x Tax identification number (NIF);
x Statistical identification number (NIS).
- Development history:
x Main stages in the development of the issuer;
x Major operations (merger, acquisition, restructuring, etc.).
- Applicable regulatory framework:
x Indication of supervisory authorities;
x Presentation of the main legislative and regulatory provisions governing the issuer's activity, including laws, regulations, instructions, and standards applicable to its sector of activity, as well as those relating to the financial market and disclosure and transparency obligations to which it is subject.
- Essential characteristics of the activity:
Presentation of sectors, main business branches, and different products or services provided.
- Issuer organization:
Presentation of the issuer's organization, human capital, and organizational performance, including the evolution of headcount, distribution by socio-professional category, contribution of human capital to value creation, and any other indicator deemed relevant.
- Table of subsidiaries and holdings:
Presentation of subsidiaries and holdings held by the issuer, as well as share acquisitions and disposals made during the fiscal year.
| Financial Information | Subsidiaries and Holdings | Capital | Reserves and retained earnings before allocation of results | Fraction of capital held | Book value of held shares | Loans and advances granted not yet repaid | Guarantees and sureties given by the company | Net result of the last fiscal year | Dividends received by the company during the fiscal year | Observation |
|---|
| | | | | | | | | | 1. Subsidiaries (>50% of capital held by the company): To be listed |
| | | | | | | | | | 2. Holdings (≤ 50% of capital held by the company): To be listed |
- Capital and shareholding structure:
x Amount of capital, number of shares, par value, and floating capital share (in value and percentage).
x Distribution of capital among major shareholders and evolution over the last five (5) fiscal years, or since the creation of the company;
x Percentage of capital held by the board of directors or supervisory board.
- Governance:
- General Meeting:
x Assessment of the implementation of resolutions adopted at ordinary and extraordinary general meetings held during the fiscal year;
x Draft resolutions of the ordinary general meeting of the fiscal year.
- Board of Directors or Supervisory Board:
x Composition of the board of directors or supervisory board of the issuer;
x For each member of the board of directors or supervisory board of the issuer: (name and surname, position in the company, main position held outside the company, directorships in the company and in other companies).
x Activities of the board of directors or supervisory board during the fiscal year (number of meetings held, decisions adopted, etc.).
- External audit of the company:
x Statutory Auditors
Indicate the name, surname, address, as well as the date of their appointment and, if applicable, the date of renewal of their mandate.
x Other external auditors
Indicate, if applicable, the name of other external auditors of the company, as well as the nature of their mission.
- Financial Performance:
This section presents an analysis of the issuer's financial performance, based on individual accounts and, if applicable, consolidated accounts.
- Activity analysis.
Evolution of turnover, margins, and main growth factors, over the last five (5) fiscal years. As well as the breakdown of turnover by activity, segment, or geographic zone, when relevant.
- Profitability.
Operating result, net result, etc., over the last five (5) fiscal years.
- Solvency and financial situation.
Financial structure, investments, indebtedness, liquidity, etc., over the last five (5) fiscal years.
Depending on its sector of activity, the issuer may supplement the above information with any indicator allowing it to assess the evolution of its performance.
- Information relating to the share and its evolution on the market
- Date of listing and market of quotation.
- Market indicators:
Evolution of the share price, transaction volume, market capitalization, volume traded, value traded, etc.
- Section relating to threshold crossings.
- Section relating to share animation operations (including the Buyback Agreement, the Liquidity Agreement, and the Animation Agreement (market maker)).
- Dividend distribution policy
x A brief reminder of the statutory provisions relating to the allocation of results.
x The table of result allocations for each of the last three (3) fiscal years:
| N-2 | N-1 | N |
|---|
| Results to be allocated: | | | |
| 1. Results pending allocation | | | |
| 2. Net result of the fiscal year | | | |
| 3. Other deductions (to be indicated) | | | |
| Totals | | | |
| Allocations: | | | |
| 1. Reserves | | | |
| - Legal reserve | | | |
| - Other reserves (to be indicated) | | | |
| 2. Dividends | | | |
| 3. Other allocations (to be indicated) | | | |
| 4. Results pending allocation | | | |
| Totals | | | |
- Share yield over the last three (3) fiscal years.
- Compliance and Risk Management
- A description of the main risks and uncertainties to which the company is exposed;
- Elements relating to the internal control and risk management system, particularly those related to the preparation and processing of accounting and financial information;
- Information relating to exposure to financial risks;
- Risk mapping.
- Strategy and Perspectives
- Strategic objectives;
- The foreseeable evolution of the company's situation and future prospects;
- Market challenges;
- The company's activities in research and development.
- Financial Statements
This section presents the individual and, if applicable, consolidated financial statements of the issuer, prepared in accordance with applicable accounting standards, as well as supplementary information allowing for a better understanding of the company's financial situation and results.
- Balance sheet;
- Income statement;
- Cash flow statement;
- Statement of changes in equity;
- Off-balance sheet commitments (for banks and financial institutions);
- Notes.
Annex 2
INFORMATION TO BE INCLUDED IN THE SEMI-ANNUAL REPORT
- Information for Shareholders:
On the first page:
- Indication of the locations where legal documents relating to the issuer (articles of association, minutes of general meetings, reports of statutory auditors...) can be consulted;
- Contact details of the investor relations officer.
-
Key events and achievements:
Summary of major events that marked the issuer's activity during the first half of the year (investments, partnerships, agreements, projects, significant developments, etc.), as well as the status of realization of perspectives announced in previous fiscal years.
-
Essential characteristics of the activity
Indication of sectors, main business branches, and different products or services provided.
-
Capital and shareholding:
This section presents information relating to the issuer's share capital, including the amount of capital, the number of shares making up the capital, the par value of the share, as well as the floating capital share expressed in value and percentage.
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Share acquisitions and disposals made during the first half of the year;
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Description of main risks and main uncertainties for the first half of the year;
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Financial Performance:
This section presents an analysis of the issuer's financial performance, based on individual accounts and, if applicable, consolidated accounts.
- Activity analysis:
Evolution of turnover, margins, and main growth factors, over the first halves of the last five (5) fiscal years. As well as the breakdown of turnover by activity, segment, or geographic zone, when relevant.
- Profitability:
Operating result, net result, etc., over the first halves of the last five (5) fiscal years.
- Solvency and financial situation:
Financial structure, investments, indebtedness, liquidity, etc., over the first halves of the last five (5) fiscal years.
Depending on its sector of activity, the issuer may supplement the above information with any indicator allowing it to assess the evolution of its performance.
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Changes in methods of preparation and presentation of semi-annual financial statements.
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Section relating to threshold crossings.
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Section relating to share animation operations (including the Buyback Agreement, the Liquidity Agreement, and the Animation Agreement (market maker)).
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Semi-annual Financial Statements:
- Balance sheet;
- Income statement;
- Cash flow statement;
- Statement of changes in equity;
- Off-balance sheet commitments (for banks and financial institutions);
- Notes.
Annex 3
CONTENT OF THE OFFICIAL QUARTERLY PRESS RELEASE
The official quarterly press release must include, at a minimum:
- Activity indicators;
- Turnover;
- Information on investments and divestments;
- Indebtedness, specifying the outstanding amount at the end of the quarter.
Depending on its sector of activity, the issuer may supplement the above information with any indicator allowing it to assess the evolution of its performance.
The data must be presented in comparison with that of the same quarter of the previous fiscal year.
The press release must be signed by the head of financial disclosure and bear the issuer's seal.